0000950123-09-074339 Sample Contracts

FORM] EAGLE ROCK ENERGY PARTNERS LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Unit Agreement for Non-Employee Directors • December 30th, 2009 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Texas

This Restricted Unit Agreement (this “Agreement”) is made and entered into by and between EAGLE ROCK ENERGY G&P, LLC, a Delaware limited liability company (the “Company”), and (the “Director”). This Agreement is entered into as of the day of , 200___ (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

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FORM] EAGLE ROCK ENERGY PARTNERS LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT FOR OFFICERS
Long-Term Incentive Plan • December 30th, 2009 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Texas

This Restricted Unit Agreement (this “Agreement”) is made and entered into by and between EAGLE ROCK ENERGY G&P, LLC, a Delaware limited liability company (the “Company”), and (the “Officer”). This Agreement is entered into as of the ___ day of , 200___ (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

SUPPLEMENTAL INDEMNIFICATION AGREEMENT
Supplemental Indemnification Agreement • December 30th, 2009 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Delaware

SUPPLEMENTAL INDEMNIFICATION AGREEMENT (this “Agreement”), made and executed as of , 2009, by and between Eagle Rock Energy G&P, LLC, a Delaware limited liability company (“G&P”), Eagle Rock Energy GP, L.P., a Delaware limited partnership (“GP”), Eagle Rock Energy Partners, L.P., a Delaware limited partnership (the “Partnership,” and collectively with G&P and GP, the “Company”), and , an individual resident of the State of (the “Indemnitee”).

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